Project Office

Post Incorporation Compliance

Filing Annual Activity Certificate:-

A specific provision regarding the submission of AAC by PO has been included to Regulation 2016. The selected AD Category -I Bank must get the Annual Activity Certificate (AAC) in Form FNC (Annex D) by the following deadlines:

• In the case of a single PO, by the relevant PO.
• If there are numerous POs, the nodal office of the POs will conduct a combined AAC for all of the offices in India.

This AAC must be received from a chartered accountant and demonstrates the project's status while attesting that the project office's accounts have undergone an audit and that the actions carried out comply with the general or specific authorization granted by the Reserve Bank.

Introduction

A "Project Office" (PO) is an establishment where a foreign company conducting a project in India can conduct business.  A company only wants to be present in India for a short while, setting up a project office is the best option. It is essentially a branch office created just for the purpose of carrying out a certain project.

The RBI permits a parent business based in another country to register a project office in India to represent the parent firm's interests when executing projects in India. To execute a project in India, the parent business must have a contractual agreement. Any Indian government or private sector organization may award the project to a foreign company.

Additionally, the project office is only permitted to carry out tasks that fall under the parameters of the project as established by the Indian parent company. The project's scope also covers incidental and related duties.

The project office registration process is carried out in accordance with the rules outlined in Section 6(6) of the Foreign Exchange Management Act 1999. The Reserve Bank of India has the ability to authorize the establishment of a project office in India by a foreign corporation.

A foreign company's project office in India may be approved by the Reserve Bank of India. However, the foreign company must first sign a contract with an Indian company before opening a project office there.

If a foreign firm intends to open a project office in India, it is now required by RBI recommendations and the Companies Act of 2013 that it get a registration certificate from the Registrar of Companies (ROC). It must follow all procedural requirements when registering the project office.

Project Office Registration Requirements in India

• It is essential for the foreign company to have a guaranteed project in India and to enter into a formal, legal agreement that will support the project's financial statements.
• Verify if the project has received the necessary and recognized authorities' approval.
• Verify in order to determine if the project will be financially supported by remittances coming in from the foreign nation; if not, an international financing agency will need to sponsor it.
• If there is no foreign investment, it is the Indian entity's responsibility to secure the term loan from an Indian bank or public financial institution.

Registration Procedure

• STEP - 01:- Document legalization:- 

Foreign company's documentation must be filed with the RBI. A certificate of formation, the MOA and AOA of the foreign firm, and board resolutions are among the documents on the list. Additionally, be sure to apostil all documents signed by a foreign entity's authorized representative using the Hague Convention or the Indian Embassy.

• STEP - 02:- Application Submission Through AD Bank to RBI:-

An FNC application is submitted for the parent office of a foreign corporation. The Authorised Dealer (AD Bank) submits the application to the Reserve Bank of India. The AD bank plays a crucial function because all communication to the RBI is routed through them.

• STEP – 03:- KYC confirmation from the parent company's bank:-

The banker of the overseas company receives a request for the review of documents. Sending a request for verification is sometimes known as "swift-based verification." Once the foreign banker has checked the papers, the application is ready for approval. The RBI/AD may additionally seek the other paperwork depending on the circumstances.

• STEP – 04:- RBI Approval for Project Office Registration in India:-

The next step after incorporation is to open a company bank account, where foreign direct investment must arrive within 180 days of the firm's formation with advance notification to the banker.

• STEP – 05:- Registration of a Foreign Company's Project Office with the ROC:-

Within 30 days of receiving RBI permission for the creation of the project office in India, the foreign company files an application for project office registration. If there are any Indian directors, a DIN is required, and the authorised signatory's digital signature is required for e-filing statutory forms with the ROC.

• STEP – 06:- PAN Card, Tax Deduction Number, And Bank Account Opening:-

India's income tax office generates a special PAN number with ten digits. The branch office is qualified to open a bank account once the PAN number has been acquired. Additionally, in order to adhere to all TDS regulations, every taxpayer must get a Tax Deduction Account Number.

• STEP – 07:- Other Licences And Registration:-

As soon as the Project Office enters an inactive state, various compliance-related actions that depend on the business sector and the state-specific rules that apply to all entities engaging in commercial activities take place. the Professional Tax Act, Provident Funds Act, and Employee State Insurance Act (ESIC), to name a few.

Documents Provided to the ROC

• RBI approval for opening a project office in India
• Foreign Company's MOA and AOA
• Copies of COI that have been notarized
• A notarized copy of a power of attorney naming the Indian resident and designating him as the person responsible for accepting any notices or documents on the company's behalf
• A complete list of the company's directors
• Complete KYC of shareholders owning more than 10% of the applicant company's equity is required.

  ---

  Timeframe for Opening Project Office
• The office must be operational within six months after the approval letter's date.
• When a person residing outside of India has circumstances beyond their control, an AD Category-I bank may offer a 6-month extension.
• Only RBI has the authority to give additional extensions.
• The average time to register a PO is 15 days.